Common use of Accrued Rights; Surviving Obligations Clause in Contracts

Accrued Rights; Surviving Obligations. 12.7.1. Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more Included Targets or one (1) or more countries) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, that in no event shall Morphic accrue any rights to, and AbbVie shall have no obligation to make, any Milestone Payment under Section 7.2 based on any Milestone Event with respect to a Licensed Product containing a Licensed Compound Directed to an Included Target that occurs on or after the date of delivery by either Party of any termination notice with respect to such Included Target pursuant to Section 12.2. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, in the event of a termination or expiration of this Agreement in its entirety, the following Sections and Article shall survive, and, in the event of a termination of this Agreement with respect to one (1) or more Included Targets or one (1) or more countries, the following Sections and Article shall survive with respect to such Included Targets or countries, as applicable: Section 2.4.4, Sections 7.9 - 7.15 (with respect to amounts owed for activities prior to the date of termination), Section 8.1, Sections 9.1 - 9.3, Section 9.7, Section 10.3.3, Section 12.3, Section 12.4 (including the Sections referenced therein), Section 12.6, Section 13.3.1, Sections 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 and ARTICLE 11. For clarity, in the event this Agreement is terminated with respect to one (1) or more Included Targets or one (1) or more countries, this Agreement shall survive so as to preserve the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminated. 12.7.2. Notwithstanding the termination of AbbVie’s licenses and other rights under this Agreement, AbbVie shall have the right for [***] after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in its inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute infringement of Morphic’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For the avoidance of doubt, AbbVie shall continue to make payments thereon as provided in Section 7.3.

Accrued Rights; Surviving Obligations. 12.7.1. Termination or expiration of this Agreement (either in its entirety or with respect to one (1or more country(ies)) or more Included Targets or one (1) or more countriesother jurisdiction(s) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, that in no event shall Morphic accrue any rights to, and AbbVie shall have no obligation to make, any Milestone Payment under Section 7.2 based on any Milestone Event with respect to a Licensed Product containing a Licensed Compound Directed to an Included Target that occurs on or after the date of delivery by either Party of any termination notice with respect to such Included Target pursuant to Section 12.2. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, in Section 3.3.2 (Termination of Sublicenses), Section 4.5 (Mode of Payments; Offsets), Section 4.6 (Withholding Taxes), Section 4.7 (Indirect Taxes), Section 4.9 (Interest on Late Payments), Section 4.10 (Financial Records), Section 5.1 (Ownership of Intellectual Property), Section 7.1 (Confidentiality Obligations), Section 7.2 (Permitted Disclosures) Section 7.4 (Public Announcements), Section 7.6 (Trade Secrets), Section 7.7 (Return of Confidential Information), Section 7.8 (Survival), and ARTICLE 9 (Indemnity), ARTICLE 10 (Term and Termination) and ARTICLE 11 (Miscellaneous) of this Agreement shall survive the event of a termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the following Sections foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and Article shall survive, and, apply in the event of a the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to one the Terminated Territory and be of no further force and effect (1) or more Included Targets or one (1) or more countries, and for the following Sections and Article avoidance of doubt all provisions of this Agreement shall survive remain in effect with respect to such Included Targets or countries, as applicable: Section 2.4.4, Sections 7.9 - 7.15 (with respect to amounts owed for activities prior to the date of termination), Section 8.1, Sections 9.1 - 9.3, Section 9.7, Section 10.3.3, Section 12.3, Section 12.4 (including the Sections referenced therein), Section 12.6, Section 13.3.1, Sections 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 and ARTICLE 11. For clarity, all countries in the event this Agreement is terminated with respect to one (1) or more Included Targets or one (1) or more countries, this Agreement shall survive so as to preserve Territory other than the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminatedTerminated Territory). 12.7.2. Notwithstanding the termination of AbbVie’s licenses and other rights under this Agreement, AbbVie shall have the right for [***] after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in its inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute infringement of Morphic’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For the avoidance of doubt, AbbVie shall continue to make payments thereon as provided in Section 7.3.

Accrued Rights; Surviving Obligations. 12.7.1. 15.9.1 Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more Included Targets countries or one (1) or more countriesjurisdictions) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, provided that in no event shall Morphic I-Mab accrue any rights to, and AbbVie shall have no obligation to make, any Milestone Payment under Section 7.2 10.3 based on any Milestone Event with respect to to, or any Net Sales of, any Terminated Product in a Licensed Product containing a Licensed Compound Directed to an Included Target Terminated Territory that occurs on or after the date of delivery by either Party of any Termination Notice pursuant to Section 15.2.1 or any other notice of termination notice pursuant to Section 15.2, in each case, with respect to such Included Target pursuant to Section 12.2Terminated Territory. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections 3.1.4, 5.2.2, 6.2.2, 10.2 - 10.9 (only to the extent related to a payment arising prior to the effective date of termination or expiration of this Agreement), 10.10 - 10.12, 10.15.2 and 10.15.3 (in each case, only in the case of expiration or, in case of termination, to the extent related to Net Sales arising prior to the effective date of termination or pursuant to Section 15.9.2), 11.1, 15.1 (only in the event of a expiration and not termination of this Agreement), 15.3 - 15.7, and this Section 15.9 and Articles 1 (only to the extent such defined terms are used in the surviving provisions), 12 (other than Section 12.6 and 12.9), 14 and 16 of this Agreement shall survive the termination or expiration of this Agreement in its entirety, the following Sections and Article shall survive, and, in the event of a termination of this Agreement with respect to one (1) or more Included Targets or one (1) or more countries, the following Sections and Article shall survive with respect to such Included Targets or countries, as applicable: Section 2.4.4, Sections 7.9 - 7.15 (with respect to amounts owed for activities prior to the date of termination), Section 8.1, Sections 9.1 - 9.3, Section 9.7, Section 10.3.3, Section 12.3, Section 12.4 (including the Sections referenced therein), Section 12.6, Section 13.3.1, Sections 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 and ARTICLE 11. For clarity, in the event this Agreement is terminated with respect to one (1) or more Included Targets or one (1) or more countries, this Agreement shall survive so as to preserve the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminatedany reason. 12.7.2. 15.9.2 Notwithstanding the termination of AbbVie’s licenses and other rights under this Agreement, AbbVie shall have the right for [***Redacted] after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in its inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute infringement of MorphicI-Mab’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For the avoidance of doubtclarity, AbbVie shall continue to make payments thereon as provided in Section 7.310.4 and comply with Section 10.15.2 and Section 10.15.3 with respect to any such sales or dispositions of Licensed Products.

Accrued Rights; Surviving Obligations. 12.7.1. Termination 13.8.1 Except as otherwise expressly provided herein, termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more Included Targets Terminated Products or one (1) or more countriesTerminated Targets) for any reason in accordance with the provisions hereof shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, expiration and shall not limit remedies that may otherwise be available in no event shall Morphic accrue any rights to, and AbbVie shall have no obligation to make, any Milestone Payment under Section 7.2 based on any Milestone Event with respect to a Licensed Product containing a Licensed Compound Directed to an Included Target that occurs on law or after the date of delivery by either Party of any termination notice with respect to such Included Target pursuant to Section 12.2equity. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Section 3.5.1(d) (with respect to the rights granted to Licensor thereunder), Section 6.2 (solely in the case of expiration, but not termination), Section 6.3 (but solely in the event of a termination of this Agreement by AGT pursuant to Section 13.3 or by Licensor pursuant to Section 13.2, Section 13.4, or Section 13.6, or expiration of this Agreement), Section 6.7, Sections 7.6 through 7.10 and Section 7.12 (solely with respect to payment obligations arising before termination), Section 8.1, Section 8.2.3, Section 11.5, Section 13.1.2, Section 13.7 (as applicable), and this Section 13.8, and ARTICLE 1, ARTICLE 9, ARTICLE 10 (for the period set forth in Section 10.7), ARTICLE 12, and ARTICLE 14 of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Product or Terminated Target, but not in its entirety, then following such termination the following Sections foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Product or Terminated Target (to the extent they would survive and Article shall survive, and, apply in the event of a the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to one the Terminated Product and be of no further force and effect (1) or more Included Targets or one (1) or more countriesand, the following Sections and Article for purposes of clarity, all provisions of this Agreement shall survive remain in effect with respect to such Included all AGT Targets or countries, as applicable: Section 2.4.4, Sections 7.9 - 7.15 (with respect to amounts owed for activities prior to other than the date of terminationTerminated Targets), Section 8.1, Sections 9.1 - 9.3, Section 9.7, Section 10.3.3, Section 12.3, Section 12.4 (including the Sections referenced therein), Section 12.6, Section 13.3.1, Sections 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 and ARTICLE 11. For clarity, in the event this Agreement is terminated with respect to one (1) or more Included Targets or one (1) or more countries, this Agreement shall survive so as to preserve the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminated. 12.7.2. 13.8.2 Notwithstanding the termination of AbbVieAGT’s licenses and other rights under this AgreementAgreement or with respect to a particular Terminated Product or Terminated Target, AbbVie as the case may be, (a) AGT shall have the right for [***[ * ] months after the effective date of such termination to sell or otherwise dispose of all Licensed Products Product then in its inventory and any in-progress inventory inventory, as though this Agreement had not terminated with respect to such Terminated Product or Terminated Target, as applicable, and such sale or disposition shall not constitute infringement of MorphicLicensor’s or its Affiliates’ Patent or other intellectual property or other proprietary rightsrights and [ * ]. For the avoidance purposes of doubtclarity, AbbVie in case of sales under foregoing clause (a) AGT shall continue to make payments thereon as provided in Section 7.3ARTICLE 7 (as if this Agreement had not terminated with respect to such Licensed Product). In addition, unless otherwise mutually agreed by the Parties, upon the termination of this Agreement, AGT shall destroy any remaining quantities of Transferred Materials.

Accrued Rights; Surviving Obligations. 12.7.1. 11.5.1 Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more Included Targets or one (1) or more countriescountry(ies)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, provided that in no event shall Morphic UroGen accrue any rights to, and AbbVie Allergan shall have no obligation to make, any Milestone Payment milestone payment under Section 7.2 6.2 based on any Milestone Event with respect to a Licensed Product containing a Licensed Compound Directed to an Included Target milestone event that occurs on or after the date of delivery by either Party of any termination notice with respect to such Included Target pursuant to Section 12.2Licensed Product. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, ARTICLE 1 (to the extent defined terms are contained in the event following surviving Articles and Sections), Section 2.1 (to the extent set forth in Section 11.1), Section 2.3, Section 2.4, Section 2.6.3, Section 3.1.5, Section 3.2.2, Section 3.2.3, ARTICLE 6 (solely with respect to those payments that accrued prior to the effective date of a termination or expiration), Section 7.1, ARTICLE 8, Section 9.5, ARTICLE 10 (with respect to any matter, fact or circumstance arising or existing prior to the termination or expiration of this Agreement), Section 11.1, Section 11.4, this Section 11.5.1, Section 12.1, Section 12.4, Section 12.5, Section 12.6, Section 12.7, Section 12.10, Section 12.11, Section 12.13, Section 12.14 and Section 12.16 of this Agreement shall survive the termination or expiration of this Agreement in its entirety, the following Sections and Article shall survive, and, in the event of a termination of this Agreement with respect to one (1) or more Included Targets or one (1) or more countries, the following Sections and Article shall survive with respect to such Included Targets or countries, as applicable: Section 2.4.4, Sections 7.9 - 7.15 (with respect to amounts owed for activities prior to the date of termination), Section 8.1, Sections 9.1 - 9.3, Section 9.7, Section 10.3.3, Section 12.3, Section 12.4 (including the Sections referenced therein), Section 12.6, Section 13.3.1, Sections 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 and ARTICLE 11. For clarity, in the event this Agreement is terminated with respect to one (1) or more Included Targets or one (1) or more countries, this Agreement shall survive so as to preserve the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminatedany reason. 12.7.2. 11.5.2 Notwithstanding the termination of AbbVieAllergan’s licenses and other rights under this Agreement, AbbVie Allergan shall have the right for [***] after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in its inventory and any in-progress inventory inventory, as though this Agreement had not terminated and such sale or disposition shall not constitute infringement of MorphicUroGen’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For the avoidance of doubt, AbbVie Allergan shall continue to make payments thereon as provided in Section 7.36.3.1 as if this Agreement had not terminated. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Accrued Rights; Surviving Obligations. 12.7.1. Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more Included Targets or one (1country(ies) or more countriesother * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. jurisdiction(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, that in no event shall Morphic accrue any rights to, and AbbVie shall have no obligation to make, any Milestone Payment under Section 7.2 based on any Milestone Event with respect to a Licensed Product containing a Licensed Compound Directed to an Included Target that occurs on or after the date of delivery by either Party of any termination notice with respect to such Included Target pursuant to Section 12.2. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, in Sections 3.12.3, 3.15, 4.6, 6.13, 6.15, 6.16, 6.17, 6.18, 6.19, 7.1, 12.1.2 (if applicable), 12.5, 12.6 (if applicable), 12.8 (if applicable), 12.11, and this Section 12.12 and Articles 9, 11, and 13 of this Agreement, and all Sections necessary to effectuate the event interpretation of a such surviving Sections and Articles, shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the following Sections foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and Article apply if the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall survive, and, in the event of a terminate upon termination of this Agreement with respect to one the Terminated Territory and be of no further force and effect (1) or more Included Targets or one (1) or more countries, the following Sections and Article for purposes of clarity all provisions of this Agreement shall survive remain in effect with respect to such Included Targets or countries, as applicable: Section 2.4.4, Sections 7.9 - 7.15 (with respect to amounts owed for activities prior to the date of termination), Section 8.1, Sections 9.1 - 9.3, Section 9.7, Section 10.3.3, Section 12.3, Section 12.4 (including the Sections referenced therein), Section 12.6, Section 13.3.1, Sections 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 and ARTICLE 11. For clarity, all countries in the event this Agreement is terminated with respect to one (1) or more Included Targets or one (1) or more countries, this Agreement shall survive so as to preserve Territory other than the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminatedTerminated Territory). 12.7.2. Notwithstanding the termination of AbbVie’s licenses and other rights under this Agreement, AbbVie shall have the right for [***] after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in its inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute infringement of Morphic’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For the avoidance of doubt, AbbVie shall continue to make payments thereon as provided in Section 7.3.

Accrued Rights; Surviving Obligations. 12.7.1. Termination or expiration of this Agreement (either in its entirety or with respect to one (1or more country(ies) or more Included Targets or one (1) or more countriesother jurisdiction(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, that in no event shall Morphic accrue any rights to, and AbbVie shall have no obligation to make, any Milestone Payment under Section 7.2 based on any Milestone Event with respect to a Licensed Product containing a Licensed Compound Directed to an Included Target that occurs on or after the date of delivery by either Party of any termination notice with respect to such Included Target pursuant to Section 12.2. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, in ARTICLE 1 (Definitions), Section 2.5 (Records) (for the event time period set forth therein), Section 2.7.3 (Return or Destruction of a Materials), Section 7.5.6 (Expiration of Program Payment Term), Section 7.10.1 (Research Plan Costs) (for the time period set forth therein), Section 7.10.2 (Xxxxxxx Records) (for the time period set forth therein), Section 7.10.5 (Confidentiality), Section 8.1 (Ownership of Intellectual Property Rights), ARTICLE 9 (Confidentiality and Non-Disclosure) (for the time period set forth therein), Section 10.3.5, ARTICLE 11 (Indemnity), Section 12.1 (Term), Section 12.7 (Effects of Termination), Section 12.8 (Remedies), Section 12.9 (Effects of Expiration), this Section 12.10 (Accrued Rights; Surviving Obligations), ARTICLE 13 (Dispute Resolution), and ARTICLE 14 (Miscellaneous) of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to a country, other jurisdiction or a Terminated Territory but not in its entirety, then following such termination, the following Sections foregoing provisions of this Agreement shall remain in effect with respect to such country, other jurisdiction or Terminated Territory, as applicable, (to the extent they would survive and Article shall survive, and, apply in the event of a the Agreement expires or is terminated in its entirety) and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to one such country, other jurisdiction or Terminated Territory and be of no further force and effect (1) or more Included Targets or one (1) or more countriesand, the following Sections and Article for purposes of clarity, all provisions of this Agreement shall survive remain in effect with respect to such Included Targets or countries, as applicable: Section 2.4.4, Sections 7.9 - 7.15 (with respect to amounts owed for activities prior to the date of termination), Section 8.1, Sections 9.1 - 9.3, Section 9.7, Section 10.3.3, Section 12.3, Section 12.4 (including the Sections referenced therein), Section 12.6, Section 13.3.1, Sections 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 and ARTICLE 11. For clarity, all countries in the event this Agreement is terminated with respect to one (1) Territory other than such country, other jurisdiction or more Included Targets or one (1) or more countries, this Agreement shall survive so as to preserve the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminatedTerminated Territory). 12.7.2. Notwithstanding the termination of AbbVie’s licenses and other rights under this Agreement, AbbVie shall have the right for [***] after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in its inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute infringement of Morphic’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For the avoidance of doubt, AbbVie shall continue to make payments thereon as provided in Section 7.3.

Accrued Rights; Surviving Obligations. 12.7.1. 17.14.1 Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more Included Targets or one (1) or more countries) Terminated Countries for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided, that in no event shall Morphic accrue any rights to, and AbbVie shall have no obligation to make, any Milestone Payment under Section 7.2 based on any Milestone Event with respect to a Licensed Product containing a Licensed Compound Directed to an Included Target that occurs on or after the date of delivery by either Party of any termination notice with respect to such Included Target pursuant to Section 12.2. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. . 17.14.2 Without limiting the foregoing, Sections 2.1(e), 2.2, 2.3, 2.6, 2.7, 2.9 (with respect to any rights accrued thereunder on expiration of the Exclusivity Period in a country), 5.9, 6.4, 7.4 (with respect to Licensed Product sold during the event Term), 9.2 (with respect to amounts due on sales prior to termination), 9.4 (with respect to any payments due post-termination), 9.5 (with respect to any payments due during the Term or any post-termination payments), 9.6, 9.7, 10.2 and 10.3 (for purposes of a termination or expiration final audit after termination, if applicable), 10.4 for the term specified therein, 13.3. 13.4, 17.13, 17.8, 17.10, 17.11, 17.15, and this Section 17.14 and Articles 1, 12 (except for Sections 12.1 and 12.12), 16, and 18 of this Agreement shall survive the termination of this Agreement for any reason. If this Agreement is terminated with respect to a Terminated Country but not in its entirety, then following such termination the following Sections foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Country (to the extent they would survive and Article shall survive, and, apply in the event the Agreement terminated in its entirety or as otherwise necessary for any of a AstraZeneca and its Affiliates and its and their (sub)licensees to exercise their rights in the Terminated Country) and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to one (1) or more Included Targets or one (1) or more countries, the following Sections Terminated Country and Article shall survive be of no further force and effect with respect to such Included Targets or countriesTerminated Country (and, as applicable: Section 2.4.4for the avoidance of doubt, all provisions of this Agreement shall remain in effect with respect to all countries in the Licensed Territory other than the Terminated Country). 17.14.3 Without limiting the foregoing, Sections 7.9 - 7.15 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8.3, 2.9, 5.9, 6.4, 7.4 (with respect to Licensed Product sold during the Term), 9.2 (with respect to amounts owed for activities due on sales prior to the date of terminationexpiration), Section 8.19.4 (with respect to any payments due post-expiration), Sections 9.1 - 9.39.5 (with respect to any payments due during the Term or any post-expiration payments), Section 9.6, 9.7, Section 10.3.310.2 and 10.3 (for purposes of a final audit after expiration, Section 12.3, Section 12.4 (including the Sections referenced thereinif applicable), Section 12.610.4 for the term specified therein, Section 13.3.111.1.5, Sections 13.3, 13.4 - 13.13, Sections 13.16 - 13.19 and this Section 12.7 17.14 and ARTICLE 11. For clarityArticles 1, in the event this Agreement is terminated with respect to one 12 (1) or more Included Targets or one (1) or more countriesexcept for Section 12.1 and 12.12), 16, and 18 of this Agreement shall survive so as to preserve the Parties’ rights and obligations with respect to the Included Targets and the countries that are not terminated. 12.7.2. Notwithstanding the termination expiration of AbbVie’s licenses and other rights under this Agreement, AbbVie shall have the right for [***] after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in its inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute infringement of Morphic’s or its Affiliates’ Patent or other intellectual property or other proprietary rights. For the avoidance of doubt, AbbVie shall continue to make payments thereon as provided in Section 7.3.